-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B7HPRmhNTT1RjpGmJoQ9Q9pKapeV+0AoppH85DR27dicb40IJhHfToDYpjOzSxz2 LNIRwaQal7qX9vMFFIMg4Q== 0000895126-04-000218.txt : 20041228 0000895126-04-000218.hdr.sgml : 20041228 20041228102411 ACCESSION NUMBER: 0000895126-04-000218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041222 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20041228 DATE AS OF CHANGE: 20041228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731395733 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13726 FILM NUMBER: 041227564 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 8-K 1 chk122204b.txt AMEND TO CERTIF OF DESIG_SERIES A PREFERRED UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) - ------------------------------------------------------------------------------- DECEMBER 28, 2004 (DECEMBER 22, 2004) CHESAPEAKE ENERGY CORPORATION - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) OKLAHOMA 1-13726 73-1395733 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission File No.) (IRS Employer of incorporation) Identification No.) 6100 NORTH WESTERN AVENUE, OKLAHOMA CITY, OKLAHOMA 73118 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (405) 848-8000 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION. Effective December 22, 2004, Chesapeake Energy Corporation filed an amendment to the Certificate of Designations of its Series A Junior Participating Preferred Stock with the Oklahoma Secretary of State increasing the number of shares authorized for issuance to 500,000. The Certificate of Designation is attached hereto as exhibit 3.1. ITEM 9.01 - EXHIBITS (c) Exhibits EXHIBIT NO. DOCUMENT DESCRIPTION ----------- -------------------- 3.1 Certificate of Designation of Series A Junior Participating Preferred Stock 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. CHESAPEAKE ENERGY CORPORATION By: /s/ AUBREY K. MCCLENDON -------------------------------------- Aubrey K. McClendon Chairman of the Board and Chief Executive Officer Dated: December 28, 2004 3 EXHIBIT INDEX EXHIBIT NO. DOCUMENT DESCRIPTION ----------- -------------------- 3.1 Certificate of Designation of Series A Junior Participating Preferred Stock 4 EX-3.(I) 2 chk122204b_exh.txt SECOND AMEND TO CERTIF OF DESIG_SERIES A PREFER EXHIBIT 3.1 ----------- SECOND AMENDMENT TO CERTIFICATE OF DESIGNATIONS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF CHESAPEAKE ENERGY CORPORATION (Pursuant to Section 1032 of the General Corporation Act of the State of Oklahoma) ------------------------------------ Chesapeake Energy Corporation, a corporation organized and existing under the General Corporation Act of the State of Oklahoma (hereinafter called the "Company"), hereby certifies that the following resolution was duly adopted by the Board of Directors of the Company as required by Section 1032 of the General Corporation Act of the State of Oklahoma (hereinafter called the "Act") and in accordance with Article IV of the Company's Certificate of Incorporation, as amended (hereinafter called the "Certificate of Incorporation"), at a meeting duly called and held on December 17, 2004: WHEREAS, pursuant to the authority vested in the Board of Directors of the Company in accordance with the Act and the Certificate of Incorporation, the Board of Directors is authorized by resolution duly adopted, to designate shares of preferred stock to be issued, in one or more series, to provide for the designation thereof of the powers, designations, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof; WHEREAS, pursuant to the Certificate of Incorporation, the Company is authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock") from time to time, of which 350,000 shares have been designated as the Series A Junior Participating Preferred Stock, 313,250 shares have been designated as the 4.125% Cumulative Convertible Preferred Stock, 1,725,000 shares have been designated as the 5.0% Cumulative Convertible Preferred Stock, 4,600,000 shares have been designated as the 6.0% Cumulative Convertible Preferred Stock and 2,997,800 shares have been designated as the 6.75% Cumulative Convertible Preferred Stock; and WHEREAS, on July 7, 1998, the Board of Directors approved and on July 17, 1998, the Company filed with the Oklahoma Secretary of State the Certificate of Designations of Series A Junior Participating Preferred Stock (the "Initial Certificate"). WHEREAS, on April 23, 2004 the Board of Directors approved and on May 7, 2004, the Company filed with the Oklahoma Secretary of State the First Amendment to Certificate of Designations of Series A Junior Participating Preferred Stock (the "First Amendment") and as a result of an increase in the authorized shares of the Company's common stock, par value $0.01 per share, the Board of Directors desires to increase the number of shares of Series A Junior Participating Preferred Stock designated by the Initial Certificate and amended by the First Amendment. NOW THEREFORE BE IT RESOLVED, that pursuant to the authority vested in the Board of Directors of the Company in accordance with the provisions of the Act and the Certificate of Incorporation, the Initial Certificate as amended by the First Amendment is amended as follows: 1. Increase in Shares. In order to increase the number of shares of Series A Junior Participating Preferred Stock, Section 1 of the Initial Certificate as amended by the First Amendment is deleted in its entirety and the following is substituted therefore: Section 1. Designation and Amount. The shares of such series shall be designated as "Series A Junior Participating Preferred Stock" (the "Series A Preferred Stock") and the number of shares constituting the Series A Preferred Stock shall be 500,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series A Preferred Stock. 2. Full Force and Effect. Except as specifically amended herein, all other terms and provisions of the Initial Certificate remain in full force and effect. IN WITNESS WHEREOF, this Second Amendment to Certificate of Designations is executed on behalf of the Company by its Chairman of the Board and Chief Executive Officer and attested by its Secretary this 20th day of December, 2004. /s/ Aubrey K. McClendon -------------------------------- Aubrey K. McClendon Chairman of the Board and Chief Executive Officer Attest: /s/ Jennifer M. Grigsby ------------------------------ Jennifer M. Grigsby Corporate Secretary 2 -----END PRIVACY-ENHANCED MESSAGE-----